8-K/A: Cemtrex Amends 8-K, Details Invocon Acquisition Financials

Cemtrex Inc. filed an amended 8-K to include detailed financial statements and proforma information for its recently acquired subsidiary, Invocon Inc.

Summary

• Cemtrex Inc. completed the acquisition of Invocon Inc. for $7,060,000 in cash on January 8, 2026.
• The acquisition was primarily funded by a $7,025,000 note, which includes variable interest rates and a potential one-time additional interest fee of $1,050,000 if outstanding on January 1, 2026.
• Invocon Inc. specializes in designing, manufacturing, and supporting advanced instrumentation, wireless sensing, and telemetry systems for aerospace and defense applications.
• Invocon reported a net loss of $310,539 on revenues of $3,783,978 for the fiscal year ended December 31, 2024.
• For the nine months ended September 30, 2025, Invocon reported a net income of $647,551 on revenues of $4,382,819.
• Proforma combined financial statements for Cemtrex, assuming the acquisition occurred on October 1, 2024, show combined revenues of $81,764,777 and a net loss attributable to Cemtrex shareholders of $(29,347,873) for the year ended September 30, 2025.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this filing as moderately positive due to the strategic acquisition of a company with a strong niche in aerospace/defense and recent improved profitability. However, the significant proforma net loss for Cemtrex and the customer concentration risks at Invocon, coupled with the terms of the acquisition financing, temper the overall sentiment.

Positives

• Invocon Inc. reported a significant turnaround from a net loss of $310,539 in FY 2024 to a net income of $647,551 for the nine months ended September 30, 2025, indicating improved operational performance prior to acquisition.
• Invocon maintains long-standing relationships with the Missile Defense Agency and leading aerospace and defense prime contractors, suggesting a stable customer base in a critical industry.
• The acquisition expands Cemtrex's capabilities into advanced instrumentation, wireless sensing, and telemetry systems, potentially diversifying its revenue streams and market reach.

Negatives

• Invocon Inc. reported a net loss of $310,539 for the fiscal year ended December 31, 2024.
• Cemtrex's proforma combined net loss attributable to shareholders for the year ended September 30, 2025, remains substantial at $(29,347,873), even with Invocon's contribution.
• The debt financing for the acquisition includes a significant one-time additional interest fee of $1,050,000 if the note is still outstanding on January 1, 2026, adding a potential financial burden.

Risks

• Invocon Inc. has significant customer concentration, with approximately 100% of accounts receivable from one customer at December 31, 2024, and 75% of revenues from two customers for the year ended December 31, 2024.
• At September 30, 2025, approximately 100% of Invocon's accounts receivable were from four customers, and 35% of revenues were from one customer, indicating continued reliance on a limited number of clients.
• Invocon's cash balances may have exceeded federally insured limits at times, posing a risk to uninsured deposits.

Future Outlook

The filing does not provide explicit forward-looking statements or guidance from Cemtrex Inc. regarding the future performance of the combined entity or specific financial targets. It primarily focuses on the historical and proforma financial reporting of the acquisition.

Management Comments

• Saagar Govil, Chairman, President and Chief Executive Officer of Cemtrex, Inc., duly caused this report to be signed on behalf of the registrant.

Industry Context

StockSavvy.ai notes that the acquisition of Invocon Inc. positions Cemtrex Inc. to expand its presence in the specialized aerospace and defense sectors, particularly in advanced instrumentation and wireless sensing. This move aligns with broader industry trends towards increased demand for sophisticated telemetry and data acquisition systems in space and missile programs. Invocon's established relationships with government agencies and prime contractors provide a strong entry point into a high-barrier-to-entry market, potentially offering Cemtrex access to stable, long-term contracts.

Comparison to Industry Standards

• NA

Related Party Transactions

• Prior to December 31, 2024, Invocon Inc. received $1,740,934 in cash funding from Karl F. Kiefer, the company's sole shareholder.
• During the year ended December 31, 2024, Invocon Inc. received an additional $150,000 in funding from Karl F. Kiefer.
• The total amount of $1,890,394 from Karl F. Kiefer was repaid at December 31, 2024.

Stakeholder Impact

• Shareholders of Cemtrex Inc. will see the company's strategic expansion into the aerospace and defense sector, potentially diversifying its business and revenue streams.
• Employees of Invocon Inc. are now part of a larger public entity, Cemtrex Inc., which may bring new opportunities or integration challenges.
• Customers of Invocon Inc. (government and prime contractors) will continue to receive services, now backed by Cemtrex Inc.'s resources.
• Creditors of Cemtrex Inc. will note the additional debt taken on to finance the acquisition, along with the associated interest obligations.

Next Steps

• Cemtrex Inc. will complete valuations and other studies to finalize the allocation of the purchase price to acquired assets and assumed liabilities within one year from the closing date of the Invocon acquisition.

Key Dates

Keywords

Cemtrex, Invocon, Acquisition, 8-K/A, Financial Statements, Proforma, Aerospace, Defense, Wireless Sensing, Telemetry Systems, SEC Filing